Monday, November 12, 2007

IBM to Acquire Cognos to Accelerate Information on Demand Business Initiative

IBM (NYSE: IBM) and Cognos® (NASDAQ: COGN) (TSX: CSN) today announced that the two companies have entered into a definitive agreement for IBM to acquire Cognos, a publicly-held company based in Ottawa, Ontario, Canada, in an all-cash transaction at a price of approximately $5 billion USD or $58 USD per share, with a net transaction value of $4.9 billion USD. The acquisition is subject to Cognos shareholder approval, regulatory approvals and other customary closing conditions. It is expected to close in the first quarter of 2008.

The acquisition of Cognos supports IBM's Information on Demand strategy, a cross-company initiative announced on February 16, 2006 that combines IBM's strength in information integration, content and data management and business consulting services to unlock the business value of information. Integrating Cognos, the 23rd IBM acquisition in support of its Information on Demand strategy, will enable new business insights to be delivered to a broader set of people across an organization, beyond the traditional users of business intelligence.

IBM said the acquisition fits squarely within both its acquisition strategy and capital allocation model, and that it will contribute to the achievement of the company’s objective for earnings-per-share growth through 2010.

“Customers are demanding complete solutions, not piece parts, to enable real-time decision making," said Steve Mills, senior vice president and group executive, IBM Software Group. "IBM has been providing Business Intelligence solutions for decades. Our broad set of capabilities – from data warehousing to information integration and analytics – together with Cognos, position us well for the changing Business Intelligence and Performance Management industry. We chose Cognos because of its industry-leading technology that is based on open standards, which complements IBM's Service Oriented Architecture strategy.”

Together, IBM and Cognos will become the leading provider of technology and services for Business Intelligence (BI) and Performance Management, delivering the industry’s most complete, open standards-based platform with the broadest range of expertise to help companies expand the value of their information, optimize their business processes and maximize performance across their enterprises.

The acquisition of Cognos accelerates IBM’s global Information on Demand initiative to unlock the business value of information for our customers. IBM will provide broader reach for Cognos solutions across multiple industries and geographies with a more complete set of offerings, including consulting services, hardware, and other middleware software.

Cognos provides the only complete BI and performance management platform, fully integrated on an open-standards-based service oriented architecture (SOA), and has a strong history of supporting heterogeneous application environments, consistent with IBM’s approach. With Cognos, customers can turn data into actionable insight for coordinated, information-driven decision-making to improve overall performance. Cognos will also extend IBM’s reach further into the CFO office with powerful financial planning and consolidation capabilities.

“This is an exciting combination for our customers, partners, and employees. It provides us with the ability to expand our vision as the leading BI and Performance Management provider,” said Rob Ashe, president and chief executive officer, Cognos. “IBM is a perfect complement to our strategy, with minimal overlap in products, a broad range of technology synergies, and the resources, reach, and world-class services to accelerate this vision. Furthermore, this combination allows Cognos customers to leverage a broader set of solutions from IBM to advance their information management driven initiatives.”

Together, IBM and Cognos will expand IBM’s ability to provide customers with the right information they need when they need it, to optimize operational performance, and to quickly respond to changing market demands. The combination of IBM’s information management technology and Cognos will also help organizations discover new ways to use trusted information spread across their enterprises to identify new business opportunities and significantly reduce the expense and time required to address industry-specific business challenges.

Following completion of the acquisition, IBM intends to integrate Cognos as a group within IBM's Information Management Software division, focused on Business Intelligence and Performance Management. IBM also will appoint current Cognos President and CEO, Rob Ashe, to lead the group, reporting directly to General Manager, Ambuj Goyal.

Cognos has approximately 4,000 employees worldwide and serves more than 25,000 customers. IBM and Cognos have partnered for more than 15 years, with extensive technical integrations and eight pre-integrated joint solutions already supporting many joint customers, such as New York City Police Department, Blue Cross and Blue Shield of Tennessee, Canadian Tire, MetLife, and Bayer UK.

Other strategic acquisitions in support of IBM’s Information on Demand initiative include Princeton Softech (data archiving and compliance), FileNet (enterprise content management), Ascential Software (information integration), DataMirror (changed data capture), SRD (entity analytics), Trigo (product information management), DWL (customer information management) and Alphablox (analytics).

More information on IBM’s acquisition of Cognos is available on IBM’s investor Web site at: http://www.ibm.com/investor/viewpoint/ircorner/2007/07-11-12-1.phtml.

About IBM

For more information about IBM’s Information on Demand strategy, go to: http://www.ibm.com/software/data/information-on-demand/ . Additional details about the combination of IBM and Cognos are available at: http://www.ibm.com/software/data/info/cognos

About Cognos

For more information, visit the Cognos Web site at: http://www.cognos.com/

Information About the Transaction

The transaction will be completed through a plan of arrangement, which will require the approval of shareholders representing two thirds of the shares cast. Shareholders will be asked to vote on the transaction at a special meeting, the details of which will be announced in due course.

The transaction has been unanimously approved by the board of directors of Cognos following delivery of a fairness opinion, which will be included in a proxy circular to be prepared and mailed to Cognos shareholders over the coming weeks providing shareholders with important information about the transaction. A material change report, which provides more details on the transaction, will be filed with the Canadian provincial securities regulatory authorities and with the U.S. Securities and Exchange Commission and will be available at www.sedar.com and at www.sec.gov.

Friday, November 9, 2007

Novell Settles One Antitrust Claim with Microsoft for $536 Million, Plans to File Suit on Second Claim

Novell today announced an agreement with Microsoft to settle potential antitrust litigation related to Novell's NetWare operating system in exchange for $536 million in cash. Novell also announced that by the end of this week it will file an antitrust suit against Microsoft in the United States District Court in Utah seeking unspecified damages in connection with alleged harm to Novell’s WordPerfect application software business in the mid-1990s.

Under terms of the settlement, in exchange for the cash payment, Novell has agreed to a general release of claims that it has as of the date of the agreement, with certain exclusions that include patent claims and claims associated with Novell's WordPerfect business. The agreement also includes a release by Microsoft of claims that would have been compulsory counterclaims to the NetWare claims asserted by Novell. Finally, Novell has agreed to withdraw its intervention in the European Commission’s case with Microsoft.

“We are pleased that we have been able to resolve a portion of our pending legal issues with Microsoft,” said Joseph A. LaSala, Jr., Novell's senior vice president and general counsel. “This is a significant settlement, particularly since we were able to achieve our objectives without filing expensive litigation. While we have agreed to withdraw from the EU case, we think our involvement there has been useful, as it has assisted the European proceedings and facilitated a favorable settlement with Microsoft. With the EU case now on appeal, we are comfortable with our decision to withdraw from the proceeding. There is simply not much left for us to do.

“We regret that we cannot make a similar announcement regarding our antitrust claims associated with the WordPerfect business. We have had extensive discussions with Microsoft to resolve our differences, but despite our best efforts, we were unable to agree on acceptable terms. We intend to pursue our claims aggressively toward a goal of recovering fair and considerable value for the harm caused to Novell's business,” LaSala said.

The WordPerfect suit that Novell will file seeks unspecified damages arising from Microsoft's efforts to eliminate competition in the office productivity applications market during the time that Novell owned the WordPerfect word-processing application and the Quattro Pro spreadsheet application. The suit is based in part on facts proved by the United States Government in its successful antitrust case against Microsoft. In that suit, Microsoft was found to have unlawfully maintained a monopoly in the market for personal computer operating systems by eliminating competition in related markets.

GE Provides $225 Million Credit Facility to United Agri Products, Inc., the Largest Independent Distributor of Agricultural and Non-Crop Inputs

GE Commercial Finance’s Global Sponsor Finance business today announced it served as administrative agent for a $225 million term loan Add-on facility to United Agri Products, Inc. GE Capital Markets served as sole lead arranger and sole bookrunner.

The Add-on provides additional liquidity to fund future acquisitions and capital expansion opportunities for UAP’s growth strategies.

UAP is the largest independent distributor of agricultural and non-crop inputs in the United States and Canada. The Company markets a comprehensive line of products including chemicals, seed, and fertilizer to growers and regional dealers. As part of the Company's product offering, it provides a broad array of value-added services including crop management, biotechnology advisory services, custom blending, inventory management and custom applications of crop inputs.

“Once again it was our pleasure to work closely with UAP and their outstanding management team,” said Tony McCord, Managing Director at GE Global Sponsor Finance. “Our team quickly and reliably delivered a capital structure in very uncertain markets, and upsized the Add-on facility from $150 million to $225 million. Given today’s capital markets, it is a true testament to UAP’s financial performance and standing in the market.”

Dennis Roerty, UAP’s Treasurer said, “Given our operational momentum in recent years, we expect this successful Add-on to support our current growth strategy. We appreciate how GE has proven that it is responsive and supportive of UAP and our management team’s plans for growth.”

About United Agri Products, Inc.

UAP is the largest independent distributor of agricultural and non-crop products in the United States and Canada. The Company markets a comprehensive line of products, including chemicals, fertilizer, and seed to farmers, commercial growers, and regional dealers. UAP also provides a broad array of value-added services, including crop management, biotechnology advisory services, custom fertilizer blending, seed treatment, inventory management, and custom applications of crop inputs. UAP maintains a comprehensive network of approximately 370 distribution and storage facilities and three formulation plants, strategically located in major crop-producing areas throughout the United States and Canada. Additional information can be found on the Company's website, www.uap.com.

About GE Commercial Finance, Global Sponsor Finance

With over $8 billion in assets, and offices in Boston, Chicago, Dallas, London, Los Angeles, New York, and San Francisco, GE Commercial Finance, Global Sponsor Finance represents a “one-stop ” source for the comprehensive range of GE’s lending and other structured financial services offered to the private equity sponsor market. For more information, please visit www.gegsf.com.

About GE Commercial Finance

GE Commercial Finance, which offers businesses around the globe an array of financial products and services, has assets of over $250 billion and is headquartered in Norwalk Connecticut. GE (NYSE: GE) is Imagination at Work – a diversified technology, media and financial services company focused on solving some of the world’s toughest problems. With products and services ranging from aircraft engines, power generation, water processing and security technology to medical imaging, business and consumer financing, media content and advanced materials, GE serves customers in more than 100 countries and employs more than 300,000 people worldwide. For more information, visit the company’s website at www.ge.com.

China Nepstar Chain Drugstore Ltd. Celebrates IPO on NYSE

China Nepstar Chain Drugstore Ltd., the largest retail drugstore chain in China based on the number of directly operated stores, today opened for trading on the New York Stock Exchange under the ticker symbol “NPD” after its successful IPO in which it raised $334 million.

"China Nepstar Chain Drugstore Ltd. is a welcome addition to our fast-growing family of Chinese listed companies," said NYSE Euronext CEO John A. Thain. "NYSE Euronext looks forward to providing China Nepstar Chain Drugstore Ltd. and its shareholders with the superior services, market quality and brand visibility provided by listing on NYSE Euronext markets."

To celebrate today’s special occasion, China Nepstar Chain Drugstore Ltd. Chairman Simin Zhang rang today’s opening bell, joined by Nepstar CEO Jiannong Qian, Nepstar CFO Andrew Weiwen Chen, and NYSE Euronext CEO John A. Thain.

Background on NYSE Euronext-China:

China Nepstar Chain Drugstore Ltd. is the first Chinese Mainland pharmaceutical retailer to be listed on the Exchange.
The NYSE now has 47 companies listed from the Greater China Region, including 35 from Mainland China , 7 from Hong Kong , and 5 from Taiwan .
Year to date, the NYSE listed 16 companies from Greater China. The listing of China Nepstar Chain Drugstore Ltd. represents the 15th NYSE listing from Mainland China in 2007 to date.
The total global market capitalization of the 35 NYSE-listed Chinese companies from the mainland is $1.1 Trillion, and for the 47 companies from greater China , $1.6 Trillion.


China Nepstar Chain Drugstore Ltd. (NYSE: NPD)

China Nepstar chain drugstore is the largest retail drugstore chain in China based on the number of directly operated stores. As of September 30, 2007 , its store network was comprised of 1791 directly operated drugstores located in 62 cities in China .

Nepstar provides customers with high quality professional and convenient pharmacy services and a wide variety of other merchandise. Nepstar also offers products under its own brand names.

Nepstar stores are generally located in well-established residential communities and prime retail locations in major cities in China 's coastal and adjoining provinces. Nepstar has established leading market positions in a number of the most developed cities in China , including Shenzhen, Guangzhou , Dalian , Hangzhou , Ningbo , Suzhou and Kunming .

About NYSE Euronext (NYSE: NYX)

NYSE Euronext, a holding company created by the combination of NYSE Group, Inc. and Euronext N.V., commenced trading on April 4, 2007 . NYSE Euronext (NYSE Euronext: NYX) operates the world’s largest and most liquid exchange group and offers the most diverse array of financial products and services. NYSE Euronext, which brings together six cash equities exchanges in five countries and six derivatives exchanges in six countries, is a world leader for listings, trading in cash equities, equity and interest rate derivatives, bonds and the distribution of market data. Representing a combined $30.3 trillion/€21.3 trillion total market capitalization of listed companies and average daily trading value of approximately $139 billion/€103 billion (as of September 30, 2007), NYSE Euronext seeks to provide the highest standards of market quality and integrity, innovative products and services to investors, issuers, and all users of its markets.

Tuesday, October 23, 2007

Oracle Delivers Letter to Board of BEA Systems

Oracle Corporation (NASDAQ: ORCL) today announced that it had delivered a letter to the board of directors of BEA Systems, Inc. (NASDAQ: BEAS). The text of the letter follows:
October 23, 2007
Board of Directors
BEA Systems, Inc.
2315 North First Street
San Jose, CA 95131

Dear Members of the Board of Directors:

Last night we were told by Bill Klein, Vice President-Business Planning and Development (speaking on behalf of the board), that BEA's board again rejected our proposed price of $17 per share in cash. The board has refused to meet with us since we made our October 9th proposal.

Oracle urges the BEA board of directors to let BEA's shareholders decide: sign an acquisition agreement with Oracle and allow the shareholders to vote. Oracle believes that our $17 per share price is generous and there are no offers for BEA above $17 per share. $17 per share represents:

* a 21% premium to BEA's closing price of $14.05 on the date before we made our proposal;
* a 31.5% premium to $12.93, the 52-week average before our proposal;
* a 44% premium to $11.77, BEA's stock price on the date immediately prior to the date that activist shareholders disclosed their position in BEA; and
* a price higher than BEA's 5-year high before our proposal.

Oracle has no interest in a long, drawn-out process to acquire BEA. If the BEA board refuses to execute an acquisition agreement and refuses to let their shareholders vote, then our $17 per share proposal to acquire BEA will expire at 5 p.m., PDT, on Sunday, October 28, 2007.

Sincerely,

ORACLE CORPORATION
/s/ Charles Phillips
Charles Phillips
President

Wednesday, October 10, 2007

Component Changes Made To Dow Jones STOXX And Dow Jones Indexes Following ABN Amro Takeover By Royal Bank of Scotland, Fortis and Santander

STOXX Ltd., the leading European index provider, and Dow Jones Indexes, a leading global index provider, today announced changes in several Dow Jones STOXX and Dow Jones indexes.

ABN AMRO (Netherlands, Banks, ABN; 30110.AE) will be deleted from the Dow Jones STOXX 50, the Dow Jones EURO STOXX 50, Dow Jones STOXX 600, Dow Jones EURO STOXX Select Dividend 30, Dow Jones Netherlands Titans 30, Dow Jones Banks Titans 30, Dow Jones EPAC Select Dividend and Dow Jones Netherlands Select Dividend 15 indexes. The changes occur due to the takeover of ABN AMRO by Royal Bank of Scotland, Fortis and Santander.

In the Dow Jones STOXX 50 Index ABN AMRO will be replaced by ARCELORMITTAL (Luxemburg, Basic Resources, MT; MT.AE).

In the Dow Jones EURO STOXX 50 Index ABN AMRO will be replaced by DEUTSCHE BOERSE AG (Germany, Financial Services, DB1.XE).

In the Dow Jones STOXX 600 Index and the respective sector indexes ABN AMRO will be replaced by BOSKALIS WESTMINSTER N.V. (Netherlands, Construction & Materials, BOKA.AE).

In the Dow Jones EURO STOXX Select Dividend 30 Index ABN AMRO will be replaced by DEUTSCHE POST AG (Germany, Industrial Goods & Services, DPW.XE).

In the Dow Jones Netherlands Titans 30 Index ABN AMRO will be replaced by TELE ATLAS N.V. (Netherlands, Media, 23394.AE).

In the Dow Jones Banks Titans 30 Index ABN AMRO will be replaced by INTESA SANPAOLO S.P.A. (Italy, Banks, ISNPY; ISNPY.MI).

In the Dow Jones EPAC Select Dividend Index ABN AMRO will be replaced by NORTHERN ROCK PLC (U.K., Banks, NRK.LN).

In the Dow Jones Netherlands Select Dividend 15 Index ABN AMRO will be replaced by CSM N.V. (Netherlands, Food & Beverage, CSM.AE).

All changes will be effective as of the opening of trading on Monday, October 15, 2007.

Further information as well as the complete component list of the Dow Jones STOXX and Dow Jones indexes can be found on the STOXX Indexes and Dow Jones Indexes Web site at http://www.stoxx.com and http://www.djindexes.com/.

NYSE Euronext Welcomes The Royal Bank of Scotland Group To The NYSE

The Royal Bank of Scotland Group plc (“RBS”), a leading global financial services firm, today announced it will list its American Depository Receipts for trading on the New York Stock Exchange, a subsidiary of NYSE Euronext (NYSE: NYX) under the ticker symbol “RBS”. Trading on the NYSE will begin tomorrow on a “When Issued” basis (RBS WI ); regular way trading will begin on a date to be announced by the Exchange shortly.

RBS is listing on the NYSE now that its bid to acquire the outstanding ordinary share capital of ABN AMRO Holding N.V. (NYSE: ABN) has been declared unconditional.

“RBS is a leading global financial institution,” said John A. Thain, CEO of NYSE Euronext. “We are pleased to welcome RBS to our family of listed companies and look forward to an outstanding and long-lasting partnership with the company and its shareholders.”

RBS already has preferred shares trading on the NYSE.

Background on NYSE Euronext-Europe:

On its European markets, NYSE Euronext lists 1,065 companies from Europe with a total global market capitalization of $8.4 trillion (As of Sept, 30, 2007 ).


The NYSE lists 116 companies listed from Europe , with a total global market capitalization of $5.4 trillion (As of Sept. 30, 2007 ).


The total global market capitalization of the approx. 4,000 NYSE Euronext-listed companies is $30 trillion.


About The Royal Bank of Scotland Group, plc (NYSE: RBS)

RBS is one of the world's leading financial services companies providing a range of retail and corporate banking, financial markets, consumer finance, insurance, and wealth management services. RBS Group operates in Europe , the US and Asia Pacific serving more than 36 million personal customers world-wide and employing 135,000 people. In addition to the provision of a full range of banking services under The Royal Bank of Scotland and NatWest brands, RBS also includes Citizens Financial Group, Ulster Bank, Coutts Group, Direct Line and Churchill.



About NYSE Euronext (NYSE: NYX)

NYSE Euronext, a holding company created by the combination of NYSE Group, Inc. and Euronext N.V., commenced trading on April 4, 2007 . NYSE Euronext (NYSE Euronext: NYX) operates the world’s largest and most liquid exchange group and offers the most diverse array of financial products and services. NYSE Euronext, which brings together six cash equities exchanges in five countries and six derivatives exchanges in six countries, is a world leader for listings, trading in cash equities, equity and interest rate derivatives, bonds and the distribution of market data. Representing a combined $30.8 trillion/€22.8 trillion total market capitalization of listed companies and average daily trading value of approximately $127.0 billion/€94.0 billion (as of June 29, 2007), NYSE Euronext seeks to provide the highest standards of market quality and integrity, innovative products and services to investors, issuers, and all users of its markets.